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庄园牧场:H股公告(英文)-根据收购守则第3.7条作出之每月更新公告2022-02-12  

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   Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take
   no responsibility for the contents of this announcement, make no representation as to its accuracy or
   completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in
   reliance upon the whole or any part of the contents of this announcement.

   This announcement appears for information purposes only and does not constitute an invitation or offer to
   acquire, purchase or subscribe for securities of the Company.




                         Lanzhou Zhuangyuan Pasture Co., Ltd.*

           (A joint stock limited liability company incorporated in the People’s Republic of China)
                                               (Stock code: 1533)

                       MONTHLY UPDATE ANNOUNCEMENT PURSUANT TO

                                     RULE 3.7 OF THE TAKEOVERS CODE

   This announcement is made by Lanzhou Zhuangyuan Pasture Co., Ltd.*
          (the “Company”) pursuant to Rule 3.7 of The Code on Takeovers and Mergers issued by the
   Securities and Futures Commission of Hong Kong.

   Reference is made to (i) the announcement of the Company dated 17 December 2021 (the
   “Announcement”) in relation to, among other things, the preliminary proposal of a possible
   repurchase of all the issued H shares in the share capital of the Company (the “H Shares”) by way
   of a voluntary cash offer (the “Possible Share Buy-back”) and if the Possible Share Buy-back
   becomes unconditional, the voluntary application for the withdrawal of listing of the H Shares from
   The Stock Exchange of Hong Kong Limited, and (ii) the monthly update announcement of the
   Company dated 13 January 2022. Unless otherwise specified herein, capitalised terms used herein
   shall have the same meaning as those used in the Announcement.

   PROGRESS OF THE POSSIBLE SHARE BUY-BACK

   As disclosed in the Announcement, in order for the Company to transfer its funds for, amongst
   others, financing the Possible Share Buy-back and the payment of professional fees and other
   expenses to its account(s) in Hong Kong, the Company will apply for the required registration with
   the relevant PRC regulatory authority and provide certain required information of the Possible Share
   Buy-back to such authority (the “Fund Transfer Registration”).




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   The Board wishes to update the Shareholders and potential investors that a Board meeting was held
   on 11 February 2022 whereby the Board has resolved, among other matters, to apply to the relevant
   PRC regulatory authority for the transfer of approximately HK$390.00 million, which includes an
   indicative total consideration for the Possible Share Buy-back of approximately HK$382.57 million,
   representing a minimum offer price of HK$10.89 per H Share. This does not imply that the offer
   price will be increased beyond the amount mentioned above in the event that the Company decides
   to proceed with the Possible Share Buy-back. For the avoidance of doubt, the indicative amounts
   refer to the amounts to be applied by the Company for the purpose of the Fund Transfer Registration
   only. As at the date of this announcement, the Company has not determined the terms of the Possible
   Share Buy-back. However, if the Possible Share Buy-back is made, the offer price will not be less
   than HK$10.89 per H Share.

   MONTHLY UPDATES

   In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) (including this
   announcement) setting out the progress of the Possible Share Buy-back will be made by the
   Company until an announcement of a firm intention to make an offer under Rule 3.5 of the
   Takeovers Code, or of a decision not to proceed with an offer, is made. Further announcement(s)
   will be made by the Company as and when appropriate or required in accordance with the Listing
   Rules and/or the Takeovers Code (as the case may be).

   There is no assurance that the Possible Share Buy-back mentioned in this announcement will
   materialise or eventually be consummated and that the terms of the Possible Share Buy-back
   are subject to further consideration by the Company and discussion with its financial advisor.
   Shareholders and public investors are urged to exercise extreme caution when dealing in the
   securities of the Company.

                                                                                 By order of the Board
                                                                         Lanzhou Zhuangyuan Pasture Co., Ltd.

                                                                                           Yao Gexian
                                                                                      Chairman of the Board

   Lanzhou, the PRC, 11 February 2022

   As at the date of this announcement, the non-independent directors of the Company are Mr. Yao Gexian, Mr.
   Lian Enzhong, Mr. Zhang Yu, Mr. Yang Yi, Mr. Ma Hongfu and Ms. Zhang Qianyu; and the independent
   directors of the Company are Mr. Wang Haipeng, Mr. Zhang Yubao and Mr. Sun Jian.

   All the directors of the Company jointly and severally accept full responsibility for the accuracy of
   information contained in this announcement and confirm, having made all reasonable inquiries, that to the
   best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful
   consideration and there are no other facts not contained in this announcement, the omission of which would
   make any statement in this announcement misleading.




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